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poration, may petition the superior court of the county, or
city and county, in which the principal place of business of
such corporation is located, to restore such lost, destroyed,
or injured minutes, records, seal, assessment book, stock
journal, stock ledger, certificate book, certificate of stock or
bonds or other papers or records. Such petition shall state
the loss, destruction or injury to any such records or docu-
ments or certificates of stock or bonds, or other papers or
records, or any part or portion thereof, giving the cause of
such loss, injury or destruction.

155



§365 CIVIL CODE. [Div.I,Pt.IV.

[Petition filed with court.] On the fihng of such petition,
duly verified, said superior court shall make an order, fixing
a time and place for the hearing of the same, and directing
the clerk of the court to give notice of such a hearing by
publication of a notice stating the time and place of the
hearing of said petition and the purpose thereof, v^'hich time
shall not be less than twenty-five nor more than thirty days
from the completion of such publication.

[Publication of notice of hearing.] Notice of such hearing
shall be given by publication in some newspaper of general
circulation, printed and published in such county, or city
and county, where the principal place of business of said
corporation is located, and if there be no such newspaper
published in said county, or city and county, then in some
adjoining county, to be designated by the court or judge
thereof, which publication shall be daily (except Sundays)
for a period of at least three successive weeks. In case there is
no daily newspaper published in either of said counties then
such notice shall be published once a week for three suc-
cessive weeks in a weekly newspaper published in such
county.

[Service of notice.] A copy of said notice shall also be
personally served upon all persons affected thereby residing
in the state of California, whose place of residence or place
of business is known to the corporation or any of its officers,
if such person can be found within the state, which service
may be made at any time during said period of publication.
If the place of business or place of residence of any persons
affected by said petition or proceeding is unknown to the
corporation or any of its officers, within forty-eight hours
after the filing of said petition, a copy of said notice shall be
mailed to each of the persons affected by said petition or
proceeding whose place of residence or place of business is
unknown to said corporation or any of its officers, addressed
to them, postage prepaid, at the county seat of the county',
or county and city, where the place of business of said cor-

156



Tit. I, ch. Ill, art. I.] PROOF OF SERVICE OF NOTICE. §355

poration is located. In addition to the notice by publication,
the petitioner shall address a copy of said notice to each of
the stockholders of said corporation, and also to each of the
persons affected by said petition, whose names and places
of residence or business are known to the corporation or any
of its officers, at his place of business or residence, postage
prepaid, which notice shall be mailed to such stockholders
or persons within forty-eight hours after the filing of said
petition.

[Proof required of publication and service of notice.] The

court before proceeding to hear the case, shall require proof
to be made that notice has been published and given as here-
inbefore required and service of such notice personally if the
same has been so served and if the same has not been so
served, an affidavit of the petitioner stating the reasons why
such personal service has not been made, shall also be then
filed.

[Jurisdiction of court — Judgment and decree.] Upon the
completion of said publication, said court shall have jurisdic-
tion to inquire into and determine the loss, injury or destruc-
tion of such minutes, records, seal, assessment book, stock
journal, stock ledger, certificate book, certificates of stock or
bonds, or other papers and documents, and to fix and deter-
mine by its judgment or decree, the ownership of said cer-
tificates of stock or bonds and the persons entitled thereto,
and to direct such corporation to restore its records, seal,
assessment book, stock journal, stock ledger, certificate book,
certificates of stock or bonds or any other paper or record so
lost, injured or destroyed, and to issue new bonds or cer-
tificates of stock or other paper or document to any person
or persons to whom the same may belong or who may be en-
titled thereto, as determined bj' the judgment of the court.

[Unknown owners — Sale of stock for delinquent assess-
ments.] Any stock, bond or other paper, the owner.'^hip of
which cannot be determined, shall be found by the court,
by its judgment, to belong to unknown owners, and in all

157



§365 CIVIL CODE. [Div.I,Pt.IV.

proceedings of such corporation, including proceedings for
assessment of stock, and the collection of such assessment,
and the payment of dividends, and notice of sale and sale
for delinquent assessments, said stock or dividends shall be
so designated as belonging to unknown ov^^ners, without giv-
ing the name of the owner thereof or the number of the
certificate or series or issue.

Historj-: Enacted June 18, 1906,' Stats, and Amdts. 1906, pp.
S4-S6. Kerr's Stats, and Amdts. 1906-7, pp. 408, 409. In effect
immediately.



158



Tit.I,ch.III,art.II.] RECORDS— HOW KEPT. §§377,378



ARTICLE II.

RECORDS.

§ 377. Records — Of what, and hov/ kept. [Record must em-
brace what.]

§ 378. Other records t® be kept by corporations for profit, and
others.

§ 377. RECORDS— OF WHAT, AND HOW KEPT. All

corporations for profit are required to keep a record of all
their business transactions; a journal of all meetings of their
directors, members, or stockholders, with the time and place
of holding the same, whether regular or special, and if spe-
cial, its object, how authorized, and the notice thereof given.
The record must embrace every act done or ordered to bt
done; who were present, and who absent; and, if requested
by any director, member, or stockholder, the time shall be
noted when he entered the meeting or obtained leave of ab-
sence therefrom. On a similar request the ayes and noes
must be taken on any proposition, and a record there-
of made. On similar request, the protest of any director,
member, or stockholder, to any action or proposed action,
must be entered in full — all such records to be open to the
inspection of any director, member, stockholder, or cred-
itor of the corporation.

History: Enacted March 21, 1872.

§378. OTHER RECORDS TO BE KEPT BY COR-
PORATIONS FOR PROFIT, AND OTHERS. In addition
to the records required to be kept by the preceding section,
corporations for profit must keep a book, to be known as
the "Stock and Transfer Book," in which must be kept a
record of all stock; the names of the stockholders or mem-
bers, alphabetically arranged; installments paid or unpaid;

159



§378 CIVIL CODE. [Div.l.Pt.lV.

assessments levied and paid or unpaid; a statement of every
alienation, sale, or transfer of stock made, the date thereof,
and by and to whom; and all such other records as the by-
laws prescribe.

Corporations for religious and benevolent purposes must
provide in their by-laws for such records to be kept as may
be necessary. Such stock and transfer book must be kept
open to the inspection of any stockholder, member, or cred-
itor.

History: Enacted March 21, 1872.



160



Tit.I,ch.III,art.III.] examination OF affairs. §§382,383



ARTICLE III.

EXAMINATION OF CORPORATIONS, ETC.

[This article was taken from the Statutes of 1850, §§ 29, 30, p.
350.]
§ 382. Examination into affairs of corporation, liow made by

officers of state.
§ 383. Examination made by legislature.
§ 384. Chapter and article may be repealed.

§ 382. EXAMINATION INTO AFFAIRS OF CORPOR-
ATION, HOW MADE BY OFFICERS OF STATE. The

attorney-general or district attorney, whenever and as often
as required by the governor, must examine into the affairs
and condition of any corporation in this state, and report
such examination, in writing, together with a detailed state-
ment of facts, to the governor, who must lay the same be-
fore the legislature; and for that purpose the attorney-gen-
eral or district attorney may administer all necessary oaths
to the directors and officers of any corporation, and may
examine them on oath in relation to the afifairs and condition
thereof, and may examine the books, papers, and documents
belonging to such corporation, or appertaining to its affairs
and condition.

History: Enacted March 21, 1872.



§383. EXAMINATION MADE BY THE LEGISLA-
TURE. The legislature, or either branch thereof, may ex-
amine into the affairs and condition of any corporation in
this state at all times; and, for that purpose, any committee
appointed by the legislature, or either branch thereof, may
administer all necessary oaths to the directors, officers, and
stockholders of such corporation, and may examine them on
oath in relation to the affairs and condition thereof; and

R 161



§384 CIVIL CODE. [Div.I.Pt.IV.

may examine the safes, books, papers, and documents be-
longing to such corporation, or pertaining to its affairs and
condition, and compel the production of all keys, books,
papers, and documents by summary process, to be issued on
application to any court of record or any judge thereof, under
such rules and regulations as the court may prescribe.

HLstory: Enacted March 21, 1S72.

§384. CHAPTER AND ARTICLE MAY BE RE-
PEALED (repealed). Section three hundred and eighty-four
of the Civil Code is hereby repealed; provided, however,
that this shall not be deemed to repeal or otherwise affect
section four hundred and four of said code; and provided
further that no rights acquired under the provisions of said
section three hundred and eighty-four shall be affected here-
by, but the same shall be continued in force under the pro-
visions of said sectiop four hundred and four.

History: Enacted March 21, 1872; repealed by Code Commis-
sion, Act March 16, 1901, Stats, and Amdts. 1900-1, p. 352, held
unconstitutional; see liistory, § 69 ante; repealed March IS, 1907,
Stats, and Amdts. 1907, p. 578, Kerr's Stats, and Amdts. 1906-7,
p. 410.



162



Tit.I,ch.III,art.lV.] JUDGMENT— EXECUTION. §§388-390



ARTICLE IV.

JUDGMENT AGAINST AND SALE OF CORPORATE PROPERTY

§ 3S8. Franchise sold under execution.

§ 3S9. Purchaser to transact business of corporation.

§ 390. Purchaser may recover penalties, etc.

§ 391. Liabilities same as before sale.

§ 392. Redemption.

§ 393. Sale, when made.

§388. FRANCHISE SOLD UNDER EXECUTION.

For the satisfaction of any judgment against any person,
company, or corporation having any franchise other than
the franchise of being a corporation, such franchise, and all
the rights and privileges thereof, may be levied upon and
sold under execution, in the same manner, and with the same
effect, as any other property.

Historj-t Enacted March 21, 1872; amended March 30, 1874,
Code Amdts. 1873-4, p. 208; Feb. 23, 1897, Stats, and Amdts.
1897, p. 16; amended by Code Commission, Act March 16, 1901,
Stats, and Amdts. 1900-1, p. 352, held unconstitutional, see his-
tory, § 4 ante; amendment re-enacted March 20, 1905, Stats,
and Amdts. 1905, p. 409.

§389. PURCHASER TO TRANSACT BUSINESS OF
CORPORATION. The purchaser at the sale must receive
a certificate of purchase of the franchise, and be immediately
let into the possession of all property necessary for the ex-
ercise of the powers and the receipt of the proceeds thereof,
and must thereafter conduct the business of such corpora-
tion, with all its powers and privileges, and subject to all its
liabilities, until the redemption of the same, as hereinafter
provided.

History: Enacted March 21, 1872.

§390. PURCHASER MAY RECOVER PENALTIES,
ETC. The purchaser or his assignee is entitled to recover any

163



§§391-393 crviL code. [Div.I.Pt.lV.

penalties imposed by law and recoverable by the corpora-
tion for an injury to the franchise or property thereof, or
for any damages or other cause, occurring during the time
he holds the same, and may use the name of the corpora-
tion for the purpose of any action necessary to recover the
same. A recovery for damages or any penalties thus had
is a bar to any subsequent action by or on behalf of the cor-
poration for the same.

History: Enacted March 21, 1872.

§ 391. LIABILITIES SAME AS BEFORE SALE. The

person, company, or corporation whose franchise is sold,
as in this article provided, in all other respects retains the
same powers, is bound to the discharge of the same duties,
and is liable to the same penalties and forfeitures, as before
such sale.

Hi.stor.v: Enacted March 21. 1872; amended by Code Commis-
sion, Act March 16, 1901, Stats, and Amdts. 1900-1, p. 352, held
unconstitutional, see history, § 4 ante; amendment re-enacted
March 20, 1905, Stats, and Amdts. 1905, p. 409.

§392. REDEMPTION. Redemption from any such sale
may be had as provided in the Code of Civil Procedure in
the case of redemptions from sales of real estate on execu-
tion.

History: Enacted March 21, 1872; amended by Code Commis-
sion, Act March 16, 1901, Stats, and Amdts. 1900-1, p. 352, held
unconstitutioal, see history, § 4 ante; amendment re-enacted
March 20, 1905, Stats, and Amdts. 1905, p. 409.

§393. SALE, WHERE MADE. The sale of any fran-
chise under execution must be made in the county in which
the corporation has its principal place of business, or in
which the property, or some portion thereof, is situated.

History: Enacted March 21, 1872; amended March 30, 1S74,
Code Amdts. 1873-4, p. 209; by Code Commission, Act March 16,
1901, Stats, and Amdts. 1900-1, p. 352, held unconstitutional, see
history, § 4 ante; amendment re-enacted March 20, 1905, Stats,
and Amdts. 1905, p. 409.

164



Tit.I,ch.IV.] EXTENSION AND DISSOLUTION. §§ 399-401



CHAPTER IV.

EXTENSION AND DISSOLUTION OF CORPORATIONS.

§ 399. Proceedings on disincorporation [repealed].

§ 400. Corporations, directors trustees of creditors^ wlien dis-
solved, except.

§ 401. Extension of corporate existence, how made. Certifi-
cate and certified copy, filing of.

§ 402. How corporations may continue their existence [re-
pealed].

§ 403. Title I to apply to all corporations, with certain excep-
tions [repealed].

§399. PROCEEDINGS ON DISINCORPORATION

[repealed].

History: Enacted March 21, 1872; repealed by Code Commis-
sion, Act March 16, 1901, Stats, and Amdts. 1900-1, p. 352, held
unconstitutional, see history, § 4 ante; repeal re-enacted March
21, 1905, Stats, and Amdts. 1905, p. 563.

§400. CORPORATIONS, DIRECTORS TRUSTEES
OF CREDITORS, WHEN DISSOLVED, EXCEPT. Un-
less other persons are appointed by the court, the directors
or managers of the affairs of a corporation at the time of
its dissolution are trustees of the creditors and stockholders
or members of the corporation dissolved, and have full
power to settle the affairs of the corporation.

History: Enacted March 21, 1872; amended by Code Commis-
sion, Act March 16, 1901, Stats, and Amdts. 1900-1, p. 352, held
unconstitutional, see history, § 4 ante; amendment re-enacted
March 21, 1905, Stats, and Amdts. 1905, p. 563.

§401. EXTENSION OF CORPORATE EXISTENCE,
HOW MADE. [CERTIFICATE AND CERTIFIED
COPY, FILING OF.] Every corporation heretofore or here-
after formed, and existing under the laws of this state, may,

165



§401 CIVIL CODE. [Div.I.Pt.IV.

at any time prior to the expiration of the term of its corpor-
ate existence extend such terms to a period not exceeding
fifty years from the date of such extension. Such extension
may be made at any meeting of the stockholders, or mem-
bers, called by the directors especially for considering the
subject, if voted for by stockholders representing two-thirds
of the capital stock; or by two-thirds of the members where
there is no capital stock; or may be made upon the written
assent of two-thirds of the members or of stockholders rep-
resenting two-thirds of the capital stock.

[Certificate filed with county clerk and secretary of state.]
A certificate of such vote or assent shall be signed and
sworn to by the president and secretary and by a majority
of the directors of the corporation, and filed in the office of
the county clerk where the original articles of incorporation
were filed, and a copy certified by such clerk, shall be filed
in the oliice of the secretary of state, and thereupon the term
of existence of the corporation shall be extended for the pe-
riod specified in such certificate. The fees for certifying
such certificate and filing the same and the certified copy
thereof, shall be the same as those prescribed by law for
certifying and filing articles of incorporation in such cases.

[Franchises.] In no event shall such extension be con-
strued to prolong or extend the duration of any franchise or
privilege heretofore granted to any corporation or joint stock
company by special legislative act, or by the mimicipal au-
thorities of any county, city, city and county, town, or other
political subdivision of this state, beyond the term fixed by
the provisions of the act, ordinance or resolution conferring
such privilege or franchise, or beyond the term fixed for the
maximum period of existence of such corporation or joint
stock company by laws in force and governing the formation
and organization thereof at the time such corporation or joint
stock company was formed or organized.

History-: Enacted March 21, 1S72; amended March 30, 1874,
Code Amdts. 1873-4, p. 209; by Code Commission. Act March 16,
1901, Stats, and Amdts. 1900-1, p. 353, held unconstitutional, see

166



Tit.I.ch.IV.] EXTENSION AND DISSOLUTION. §§402,403

history, § 69 ante; amendments re-enacted March 21, 1905, Stats,
and Amdts. 1905, p. 564; amended March 18, 1907, Stats, and
Amdts. 1907, p. 344, Kerr's Stats, and Amdts. 1906-7. p. 410.
In elTect immediately.

§402. HOW CORPORATIONS MAY CONTINUE
THEIR EXISTENCE [repealed].

History: .Enacted March 21, 1872; repealed March 30, 1874,
Code Amdts. 1873-4, p. 209.

§403. TITLE I TO APPLY TO ALL CORPORA-
TIONS, WITH CERTAIN EXCEPTIONS [repealed].

History: Enacted March 21, 1872; repealed March 20, 1905,
Stats, and Amdts. 1905, p. 410.



167



§§403[a],404 civil code. [Div.I,Pt.IV.



CHAPTER V.

GENERAL PROVISIONS AFFECTING CORPORATIONS.

§ 403[a]. Title one to apply to all corporations, with certain ex-
ceptions.

§ 404. Legislature may amend, etc., corporation laws and dis-
solve corporations.

§403[a]. GENERAL PROVISIONS APPLY, WHEN-
SPECIAL PROVISIONS APPLY, WHEN. The provi-
sions of this title are applicable to every corporation, unless
such corporation is excepted from its operation, or unless
a special provision is made in relation thereto inconsistent
with some provision in this title, in which case the special
provison prevails.

History: Enacted March 21, 1905, Stats, and Amdts. 1905, p.
410.

§404. LEGISLATURE MAY AMEND, ETC., CORPOR-
ATION LAWS AND DISSOLVE CORPORATIONS.

The legislature may at any time amend or repeal this part,
or any title, chapter, article, or section thereof, and dissolve
all corporations created thereunder; but such amendment
or repeal does not, nor does the dissolution of any such cor-
poration, take away or impair any remedy given against any
such corporation, its stockholders or officers, for any liabil-
ity which has been previously incurred.

History: Enacted by Code Commission, Act March IG, 1901,
Stats, and Amdts. 1900-1, p. 353, held unconstitutional, see his-
tory, § 4 ante; re-enacted March 21^ 1905, Stats, and Amdts.
1905, p. 410



168



Tit.I,ch.VI.] FOREIGN CORPORATIONS. . §405



CHAPTER VI.

FOREIGN CORPORATIONS.

[This chapter is a codification, Act Api'il 3, 1S80 (Stats. 1880,
p. 21), and Act March 17, 1899 (Stats, and Amdts. 1899, p. Ill),
amending- Act April 1, 1872, Stats. 1871-2, p. 826. See Pierce vs.
Southern Pac. Co., 120 Cal. 156, 47 Pac. Rep. 874, 52 Id. 302, 40 L.
R. A. 350.]

§ 405. Designation of person on whom process may be served.
Service on the secretary of state, valid, when.

§ 406. Foreign corporations, statute of limitations in favor of.
Proof of corporate existence. Change of designation.

§ 407. Foreign railway corporations, rights of in this state.

§ 408. Foreign corporations to iile certified copies of articles of
incorporation [in office of Secretary of State].

§ 409. Foreign corporations, fees to be paid by, on filing certi-
fied copies of articles of incorporation.

§ 410. Foreign corporation, penalty for failure to file certified
copies of articles of incorporation.

§405. DESIGNATION OF PERSON ON WHOM
PROCESS IVIAY BE SERVED. SERVICE ON SECRE-
TARY OF STATE VALID, WHEN. Every corporation
other than those created by or under the laws of this state
must, at the time of filing the certified copy of its articles
of incorporation, file in the office of the secretary of state a
designation of some person residing within the state upon
whom process issued by authority of or under any law of
this state may be served. A copy of such designation, duly
certified by the secretary of state, is sufficient evidence of
such appointment. Such process may be served on the
person so designated, or, in the event that no such person
is designated, then on the secretary of state, and the service
is a valiJ service on such corporation.

History: Added by Code Commission, Act Marcli 21, 1901,
Stats, and Amdts. 1900-1, p. 353, held unconstitutional; see his-
tory, § 69 ante; re-enacted March 21, 1905, Stats, and Amdts.

169



§406 GIVIL CODE. [Div.I.Pt.IV.

1905, p. 630. A codification of § 1 Act Marcli 17, 1899; see intro-
ductory note to this cliapter; amended March 18, 1907. Stats,
and Amdts. 1907, p. 558, Kerr's Stats, and Amdts. 1906-7, p. 410.



§406. FOREIGN CORPORATION, STATUTE OF
LIMITATIONS IN FAVOR OF. PROOF OF CORPOR-
ATE EXISTENCE. CHANGE OF DESIGNATION.

Every corporation which complies with the provisions of
this chapter is thereafter entitled to the benefit of the laws
of this state limiting the time for the commencement of civil
actions, but no corporation not created by or under the laws
of this state is entitled to the benefit thereof, nor can any
such corporation maintain or defend any action or proceed-
ing in any court of this state until the corporation has com-
plied with the provisions of the preceding section.

[Proof of foreign corporation.] In any action or proceed-
ing instituted against any body styled as a corporation, but
not created by nor under the laws of this state, evidence that
such body has acted as a corporation, or employed methods
usually employed by corporations, must be received by the
court for the purpose of proving the existence of such cor-
poration, the sufficiency of such evidence to be determined
by the court with like effect as in other cases.

[Designation for service — Revocation, etc. — New designa-
tion.] Every corporation which has complied with the laws
then in force, requiring it to make and file a designation of
the person upon whom process against it may be served,
need not make or file any further designation. Any desig-
nation heretofore or hereafter made may be revoked by the
filing by the corporation with the secretary of state of a writ-
ing stating such revocation. Within forty days after the
death or removal from the state of any person designated by
the corporation, or after the revocation of the designation,
the corporation must make a new designation, or be sub-
ject to the provisions and penalties of this chapter.

170



Tit.I.ch.VI.] FOREIGN RAILROADS. §§407,408

History: Enacted by Code Commission, Act March 16, 1901,
Stats, and Amdts. 1900-1, p. 353, held unconstitutional, see his-
tory, § 4 ante; re-enacted March 21, 1905, Stats, and Amdts. 1905,
p. 630; see introductory note to this cliapter.

§407. FOREIGN RAILROADS, RIGHTS IN THIS
STATE. Every railway or other corporation organized for
the purpose of carrying freight or passengers under or by
virtue of the laws of the United States, or of any state or
territory thereof, may build railroads, exercise the right of
eminent domain, and transact any other business which it
might do if it were created and organized under or by vir-
tue of the laws of this state, and has the same rights, privi-



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